Fear of Falling
by Better a Freak Than A Fake
Summary: Fic Exchange for Shakespeare-The-Impossible. Two best friends, both with a crush on another very close friend. Do opposites really attract? Can changes be tolerated? Can either troublemaker work up the nerve? Will anything ever work out? CuddlesXFlaky and ToothyXPetunia. Rated T for violence and gore (aka it's HTF).
1. Just Take the Dive

**Hello! To make this clear, I am not a fan of either of these pairings but I am doing this as part of a pairing themed fic exchange with a very close friend of mine, Shakespeare-The-Imposter, and these are his two favorite pairings. I hope you like this Shakespeare and everyone else as well.**

 **Disclaimer: I do not own Happy Tree Friends or any of the characters. All rights go to Mondo Media.**

"Remind me again how you got me to do this?!" Flaky shouted over the wind that pushed its way through her quills, taking some of her namesake with it. She clung on with all her might, refusing to let go, as if her immortality depended on it.

Cuddles only laughed, standing right behind her. "The same way I get you to do anything. Now get ready, it's almost time. I don't want to push you, but I will if I have to!"

"You're insane, Cuddles!" She adjusted the goggles on her face, trying her best not to look down towards certain death. "How did you even get all this equipment on me?"

"Oh, that was easy!" Cuddles was watching for the spot, ignoring his friend's fear. "I put them on you after you fainted!"

"I'm not even going to begin to tell you what's wrong with that!" Flaky's heart sank, realizing that the moment must be only seconds away. "You can't make me do this."

Cuddles saw the spot and realized she wasn't going to jump on her own. "I have to, because if you never live, you never learn!" he shouted, before pushing her out of the plane. He looked very pleased with himself before jumping out as well.

Flaky had to fight had against the urge to close her eyes knowing that if she closed them, she wouldn't know when to pull her parachute and, if she can pull it on time, than her chances were better than if she didn't pull it and she didn't want to pull it too soon and spend more time all the way up here than she had to and leave more time for something to go wrong.

Still, even if she pulls her chute at the exact right time, so much could go wrong, he could have accidently given her a backpack or a chute with a tear in it, the strings could detach, the force could rip both her arms off, a bird could fly by and rip a hole through her chute, any number of things that would all send her plummeting with no chance of survival…

She tried with surprising success to silence her terror enough to remember when the instructor told her to pull the cord. _'6,000 feet, or when you start to see the detail of the houses,'_ she repeated in her head and decided that she'd rather focus on her altimeter than at the incoming ground.

She tried to stop her heart from pumping out of her chest, mostly figuratively but possibly literally, as she looked at her altimeter, finding that she still had two thousand feet of freefall left. _'That still seems so high!'_ her terrified thoughts shouted,just wanting this to be over as she kept watching for the magic 6,000 feet wondering which will be less terrifying.

In surprisingly rapid time, it was time to pull the cord and she did without a second's delay, refusing to look at the ground but was relieved to find that the parachute opened normally, guiding her down at a safe speed but she still had to worry about any birds and freaked out every time she heard or saw one.

However, it didn't take long for her to notice the appeal looking out to the horizon. She let out a weird cross between her normal nervous laugh and an actual laugh. She remembered this feeling. She hadn't really felt it since she came to Happy Tree and certainly not since the curse but she found there was part of her that missed the feeling. There was another part of her that knew she wasn't supposed to be feeling it ever again but at the moment, the former was winning.

* * *

The Flaky we all know and love came back just before reaching the ground and she collapsed down on the ground on her stomach, her breath ragged. She laid there for a while before realizing what those breaths meant. "I'm alive?" She opened her eyes, the sun telling her it was almost noon, not five o'clock in the morning as it would be if she died and came back to life.

"I survived!" She started hugging and kissing the ground, still glad to be reunited, long repressed feelings or not. "Oh sweet ground! Oh how I've missed you! Don't ever leave me again!"

"Didn't I tell you that was going to be fun?" Cuddles asked, coming over and helping her up. Despite his question, he had no way of knowing what was going through her head on the way down.

And she decided that she didn't want him to know that. He didn't need any more reason to drag her dangerous places, especially not knowing that there was a part of her, a part that she shoved deep inside her what felt like eternities ago, that actually like it. "No! No, it was not fun!" she lied, pulling away from him. "That was terrifying and you're not going to get me to do it again."

Cuddles only laughed and said, "Aw! You always have to ruin the fun. You can't say you didn't enjoy that rush." Though, Cuddles was always trying to get her to step out of her comfort-zone, he had to admit there was something admirable about her attitude. She was always the voice of reason, whether he choose to listen or not. "But okay, I'll admit that was taking it a _little_ too far," he surprisingly admitted, taking off his goggles. "I won't make you do it again."

Flaky did give a real, genuine smile at that. "Thank you." She looked back where they came and felt her stomach gurgle. "So, how about we go return this equipment, then head to the diner for some lunch? I'll buy."

Cuddles raised an eyebrow as they headed back to the skydiving place side-by-side. He was concerned that she'll run herself bankrupt if she keeps doing that. "Come on, Flaky. You always buy. Can't you at least let me buy my own lunch and you can still buy yours?"

Flaky only shook her head. "No can do. It's such a hassle splitting the bill and well…" Flaky pursed her lips, considering what to say before giggling and going with a simple, "Let's just say I'm not exactly running short on funds."

Cuddles was still hesitant but shrugged and agreed, "Alright, if you're sure about that. I guess I'm not going to be able to convince you otherwise." Besides, he was hungry as well and he did want to spend more time with his best friend.

"No, you really can't." Flaky laughed.

* * *

It was only a few seconds until they arrived at the Happy Tree Diner to find Petunia working. "Hey Petunia!" They both greeted, climbing up on the stools by the front counter. Flaky looking around for any obvious dangers, finding nothing but the acorn shaped lamps hanging overhead.

Petunia smiled widely, coming over. "Hey Flaky! Hey Cuddles!" she greeted her dear friends, giving them both a menu and taking out a notebook to record down their orders. "I assume you both want your regulars?" They both nodded. "Alright, one cheeseburger with an order of fries and a grape soda for Cuddles and one bowl of chili and a sweet tea for Flaky, coming right up!" Petunia rattled off from perfect memory earning another pair of nods. "That'll be three dollars."

Just as promised, Flaky produced three dollar coins from her pocket and handed them to Petunia. "I will never stop being impressed by how well you remember all those orders and prices."

"You'd be surprised how fast you pick it up." Petunia told them putting the money in the register, washing her hands, and setting to cooking their food, being the only one working the diner as it always works.

While she worked, Flaky turned to Cuddles and admitted, "So, I give up. How _did_ you get me on that plane?"

"Oh, well, let me tell you, it wasn't easy," Cuddles admitted. "But what I did is…" He stopped when the bell on the front door rang and they both turned to see who it was, being friends with most everyone in town. "Oh, hey Toothy!" Cuddles greeted his other best friend with a wave. "What a nice coincidence finding you here. You here to get lunch or…" he trailed with a slight smirk, knowing the real reason he's here as he rarely comes when Giggles or Mole are working.

Toothy climbed up on the stool next to Cuddles blushing. "I'm here for lunch. Can't I just want to eat lunch out every once in a while instead of cooking? I mean, isn't that what you two are here for."

"Yes it is but I know you're not." Cuddles' smirk widened to a Lifty and Shifty grin. And he looked over to make sure that Petunia was busy with their orders.

Instead, Toothy cut in, causing Cuddles to blush and his grin to drop some, "Well, I know the real reason you spend so much time with Flaky."

"Why don't you just talk to her?" he encouraged, lightly elbowing him, too soft to do any damage, even for a tree friend.

"Why don't you?" Toothy shot back, making Cuddles blush as well. His Lifty and Shifty grin quickly turning into a Handy scowl.

"What is he talking about?" Flaky asked.

Cuddles didn't turn to her, not wanting her to see the growing blush he could feel on his face. "Oh, it's nothing for you to worry about, Flaky, just guy stuff." He focused his gaze over at Petunia, not wanting to look at the smirk Toothy now wears either.

 **Please review!**


	2. Reading Emotions

**Hey! This story wasn't next in the rotation but I wanted to get a chapter out right at the beginning of 2017... Then I remembered the recipient is Swedish and got it an hour late. XD Anyway, enjoy my second tribute chapter Shakespeare... And everyone else...**

 **Disclaimer: I do not own Happy Tree Friends or any of the characters. All rights go to Mondo Media.**

Once Petunia brought over the food, Flaky was still trying to figure out what was going on with the boys. They said it was just boy stuff but there was clearly actual stuff going on there. "Hey Petunia," she said, motioning the skunk closer to her.

Petunia caught the message that she wanted something to be kept quiet and leaned in towards Flaky, whispering. "What is it? Are you okay?"

' _I'm better than I felt in a long time,'_ Flaky thought, a slight smile coming across her face thinking back to the adrenaline that had been long neglected since… well, since she came to Happy Tree. "Yeah, I'm okay. I was just wondering if you had any idea what the guys were talking about."

Petunia shrugged with an apologetic look on her face. "I'm sorry, Flaky but I didn't even here what they said; I was focused on making the food." Petunia pulled out her notepad and said. "I need to take Toothy's order but I'm off at two if you want to talk and we could go do something, get you away from Cuddles."

Flaky wasn't that into the idea, not that she didn't like Petunia. Quite the contrary, she was one of her favorite friends in this town but she wasn't sure she wanted to 'get away from Cuddles'. Sure, he always made her do stuff she didn't really want to do _'But I've gotten a lot of crap from everyone in Happy Tree Town but Cub. Besides, he means well and... I don't know… I always feel special when I'm around him, no matter how scared I am.'_ She decided that maybe she should talk to Petunia alone for a different reason. "Sure, I'll come back and we can just go for a walk or something."

"Sounds like a plan." She went and took Toothy's order and laughed a bit before telling the group. "You guys know, Lammy and Flippy went on a date here this morning. It must have been the first time."

' _Okay, maybe it isn't a good idea, she's not good at keeping secrets.'_ Flaky raised an eyebrow. "The two most dangerous friends in town? That couldn't have ended well."

"No it could not have," Toothy laughed. "That was probably awesome to see though. Who won? I bet it was Flippy, or, more so Fliqpy."

"Obviously Lammy won," Cuddles corrected, his blush having cooled down. "If Fliqpy won, he would have killed Petunia as well. Lammy's much more likely to have left her alone."

"Cuddles is right," Petunia affirmed with a nod. "Lammy killed Flippy." With that, she went to cooking Toothy's food.

' _Okay, so no one in this town except Lumpy is good at keeping secrets, including me,'_ Flaky admitted to herself. _'And I have to talk to someone and I don't want that someone to be Lumpy. It might as well be her.'_

Once they were both done eating, Cuddles spun around in his chair to face Flaky. "So… what do you want to do now?" Flaky's eyebrows rose in surprise at the question. "I figured, since I took it way too far this morning, I'd make it up to you by letting you choose for once and I'll go with whatever it is, it's only fair."

Flaky had to think about it, she hadn't been given that choice since her one-eighty and her answers are very different now. "How about we go to the library? I can show you some really good books."

Cuddles did groan a bit at that. "But the library is so…" He shook his head, stopping himself. "Alright, the library it is then, we should be done before two."

* * *

They headed up the steps to the library. Cuddles was never expecting to do that but he was doing it for Flaky. It's not like he didn't think reading was important. It was just too calm and quiet for his character but going was not the worst thing in the world. He just wasn't sure… "What are we going to do together here? If Flippy's working, we can't even whisper."

"Flippy's not working. Pop is." Flaky assured, confidently as they stood outside the library door. "I've checked the paper for that every day since I walked in on Fliqpy that day." Flaky shuddered, thinking back to how he stamped her book with Nutty's hand and told her to be quiet before doing what he does best. "I'm not exactly sure what we can do together but at least it's safe… by comparison."

Cuddles had to work hard to repress a laugh at that. There was no such thing, even by comparison. He couldn't help but marvel at the naivety she held onto that she'll be safe as long as she didn't do anything dangerous. He wasn't about to correct her that he died horribly sitting on a park bench, drinking soda. She based her immortality on that belief. Instead, Cuddles just nodded in agreement. "Alright, let's head in then."

When Flaky opened the door, Cuddles was underwhelmed and not just because of the way he normally spends his day. There were only a few shelves and two long tables to read at. At the librarian's desk, Pop sat, deeply engrossed in the newspaper and oblivious to the world around him as always. His only surprise was the emergency exit on the far wall. The building must long predate the curse because he couldn't imagine it being put in afterwards. "This is the Happy Tree Library?"

"I know it's not the most impressive," Flaky admitted with a sigh, noticing his face. "But I guess we couldn't have really expected more with a town as small as this."

"I suppose that's true," Cuddles admitted, taking a Splendid comic book from the shelves. He figured it fit more with his image than one of the more tempting books that he resists the urge to look at. Flaky took the book that the movie _Three Courses of Death_ was written after, which he thought would be much too scary for her.

* * *

While they set down to read, Toothy was still with Petunia over at the diner. Toothy was tiddling his very breakable fingers absently while she obsessively scrubbed the already clean counter. He tried to work up the courage to actually talk to her alone like this. Eventually, he swallowed a figurative lump of cotton and decided on a simple but hopefully somewhat effective, "So, when do you get off work for the day."

"At two o'clock or when I die," Petunia said through gritted teeth, not seizing her scrubbing. "Sorry if you wanted to spend some time together though." She didn't sound very sincere with apology but she was. "I already promised Flaky we'd spend some time together after my shift was over."

Toothy mentally cursed his luck but tried to be hopeful and appear confident as he asked her, "Well, what if you were to come find me once you're done with Flaky?" He didn't want or mean to make Flaky sound like a job or appointment, she was his friend too, but it was his best shot of getting to spend some real time with her without her working or being with a group of friends.

To his mild shock, she did look up from her scrubbing with a slight smile on her face. "I would like that. I'll come find you right away." She looked sympathetic before regretfully warning, not threatening as it wouldn't have been her choice, "But if you stay here for too much longer without ordering anything else, you might be fined or arrested for loitering."

Toothy hung his head but did get down from his stool with a strong sense of shame. As much as he wanted to stay here and chat with Petunia, it wasn't worth Happy Tree Jail, nothing was. "I guess you're right. So, I'll see you once you're done with Flaky then?" He looked back at her.

Petunia gave a curt nod before resuming scrubbing. She added with a knowing sigh something they always need to be as prepared as they can be for. "Or tomorrow if one or both of us dies before then."

"Right or tomorrow." Toothy sighs, shaking his head. This town was a real obstacle but it was no excuse, especially after so long as he headed out the door in practically a walk of shame and meekly said, "See you one of those times."

Once he was in his car, before driving off, he started beating his left paw on the steering wheel between each word, "Why. Can't. I. Just. Talk. To." Before he could get the last word out, part the steering wheel broke and the piece went right into his eye causing him to scream and cry out in pain.

Once he settled down enough so that he was only crying, he started the drive to his home, wiping his good eye at every stop sign and red light, miraculously making it home with unexplained blood on his car but minimal damage. Going to open the door, he realized that his paw was broken as well and started to cry harder but this time not in pain. "I am such a failure."


End file.
